Filing Details

Accession Number:
0001062993-17-001100
Form Type:
13G Filing
Publication Date:
2017-02-24 16:26:39
Filed By:
Osmium Partners
Company:
Cra International Inc. (NASDAQ:CRAI)
Filing Date:
2017-02-24
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
John H. Lewis 452,523 452,523 5.5%
Osmium Partners 452,523 452,523 5.5%
Osmium Capital 215,798 215,798 2.6%
Osmium Capital II 95,971 95,971 1.2%
Osmium Spartan 64,863 64,863 0.8%
Osmium Diamond 75,891 75,891 0.9%
Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934
(Amendment No. )*

CRA INTERNATIONAL, INC.
(Name of Issuer)

Common Stock
(Title of Class of Securities)

12618T105
(CUSIP Number)

February 16, 2017
(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

[   ] Rule 13d-1(b)

[X] Rule 13d-1(c)

[   ] Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be filed for the purpose of Section 18 of the Securities Exchange Act of 1934 (Act) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 12618T105

1.

Names of reporting persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

John H. Lewis

2.

Check the appropriate box if a member of a group (see instructions)
(a) [   ]   (b) [X]

   
3.

SEC use only

   
   
4.

Citizenship or place of organization

   
  

United States

  5. Sole voting power
      
Number of   0
shares 6. Shared voting power
beneficially     
owned by   452,523(1)
each 7. Sole dispositive power
reporting     
person   0
with: 8. Shared dispositive power
      
    452,523(1)
9.

Aggregate amount beneficially owned by each reporting person

   
  

452,523(1)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [   ]

   
   
11.

Percent of class represented by amount in Row (9)

   
  

5.5%

12.

Type of reporting person (see instructions)

   
  

IN

(1) Includes 163,200 shares of Common Stock issuable upon the exercise of options that have vested or will vest within 60 days.

CUSIP No.12618T105

1.

Names of reporting persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Partners, LLC

2.

Check the appropriate box if a member of a group (see instructions)
(a) [   ]   (b) [X]

   
3.

SEC use only

   
   
4.

Citizenship or place of organization

   
  

Delaware

  5. Sole voting power
      
Number of   0
shares 6. Shared voting power
beneficially     
owned by   452,523(1)
each 7. Sole dispositive power
reporting     
person   0
with: 8. Shared dispositive power
      
    452,523(1)
9.

Aggregate amount beneficially owned by each reporting person

   
  

452,523(1)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [   ]

   
   
11.

Percent of class represented by amount in Row (9)

   
  

5.5%

12.

Type of reporting person (see instructions)

   
  

IA, OO

(1) Includes 163,200 shares of Common Stock issuable upon the exercise of options that have vested or will vest within 60 days.

CUSIP No. 12618T105

1.

Names of reporting persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Capital, LP

2.

Check the appropriate box if a member of a group (see instructions)
(a) [   ]   (b) [X]

   
3.

SEC use only

   
   
4.

Citizenship or place of organization

   
  

Delaware

  5. Sole voting power
      
Number of   0
shares 6. Shared voting power
beneficially     
owned by   215,798 (1)
each 7. Sole dispositive power
reporting     
person   0
with: 8.  Shared dispositive power
      
    215,798 (1)
9.

Aggregate amount beneficially owned by each reporting person

   
  

215,798 (1)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [   ]

   
   
11.

Percent of class represented by amount in Row (9)

   
  

2.6%

12.

Type of reporting person (see instructions)

   
  

PN

(1) Includes 75,500 shares of Common Stock issuable upon the exercise of options that have vested or will vest within 60 days.

CUSIP No. 12618T105

1.

Names of reporting persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Capital II, LP

2.

Check the appropriate box if a member of a group (see instructions)
(a) [   ]   (b) [X]

   
3.

SEC use only

   
   
4.

Citizenship or place of organization

   
  

Delaware

  5. Sole voting power
      
Number of   0
shares 6. Shared voting power
beneficially     
owned by   95,971(1)
each 7. Sole dispositive power
reporting     
person   0
with: 8. Shared dispositive power
      
    95,971(1)
9.

Aggregate amount beneficially owned by each reporting person

   
  

95,971(1)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [   ]

   
   
11.

Percent of class represented by amount in Row (9)

   
  

1.2%

12.

Type of reporting person (see instructions)

   
  

PN

(1) Includes 30,300 shares of Common Stock issuable upon the exercise of options that have vested or will vest within 60 days.

CUSIP No. 12618T105

1.

Names of reporting persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Spartan, LP

2.

Check the appropriate box if a member of a group (see instructions)
(a) [   ]   (b) [X]

   
3.

SEC use only

   
   
4.

Citizenship or place of organization

   
  

Delaware

  5. Sole voting power
      
Number of   0
shares 6. Shared voting power
beneficially     
owned by   64,863 (1)
each 7. Sole dispositive power
reporting     
person   0
with: 8. Shared dispositive power
      
    64,863 (1)
9.

Aggregate amount beneficially owned by each reporting person

   
  

64,863 (1)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [   ]

   
   
11.

Percent of class represented by amount in Row (9)

   
  

0.8%

12.

Type of reporting person (see instructions)

   
  

PN

(1) Includes 34,300 shares of Common Stock issuable upon the exercise of options that have vested or will vest within 60 days.

CUSIP No. 12618T105

1.

Names of reporting persons.

  

I.R.S. Identification Nos. of above persons (entities only).

   
  

Osmium Diamond, LP

2.

Check the appropriate box if a member of a group (see instructions)
(a) [   ]   (b) [X]

   
3.

SEC use only

   
   
4.

Citizenship or place of organization

   
  

Delaware

  5. Sole voting power
      
Number of   0
shares 6. Shared voting power
beneficially     
owned by   75,891(1)
each 7. Sole dispositive power
reporting     
person   0
with: 8. Shared dispositive power
      
    75,891(1)
9.

Aggregate amount beneficially owned by each reporting person

   
  

75,891(1)

10.

Check if the aggregate amount in Row (9) excludes certain shares (see instructions) [   ]

   
   
11.

Percent of class represented by amount in Row (9)

   
  

0.9%

12.

Type of reporting person (see instructions)

   
  

PN

(1) Includes 23,100 shares of Common Stock issuable upon the exercise of options that have vested or will vest within 60 days.

Item 1.

(a)

The name of the issuer is CRA International, Inc. (the Issuer).

   
(b)

The principal executive office of the Issuer is located at 200 Clarendon Street, Boston, MA 02116-5092.

Item 2.

(a)

This statement (this Statement) is being filed by John H. Lewis, the controlling member of Osmium Partners, LLC, a Delaware limited liability company (Osmium Partners), which serves as the general partner of Osmium Capital, LP, a Delaware limited partnership (the Fund), Osmium Capital II, LP, a Delaware limited partnership (Fund II), Osmium Spartan, LP, a Delaware limited partnership (Fund III) and Osmium Diamond, LP, a Delaware limited partnership (Fund IV) (all of the foregoing, collectively, the Filers). The Fund, Fund II, Fund III and Fund IV are private investment vehicles formed for the purpose of investing and trading in a wide variety of securities and financial instruments. The Fund, Fund II, Fund III and Fund IV directly own the common shares reported in this Statement. Mr. Lewis and Osmium Partners may be deemed to share with the Fund, Fund II, Fund III and Fund IV (and not with any third party) voting and dispositive power with respect to such shares. Each Filer disclaims beneficial ownership with respect to any shares other than the shares owned directly by such Filer.

   
(b)

The Principal Business Office of the Filers is 300 Drakes Landing Road, Suite 172, Greenbrae, CA 94904.

   
(c)

For citizenship information see Item 4 of the cover sheet of each Filer.

   
(d)

This Statement relates to the Common Stock of the Issuer.

   
(e)

The CUSIP Number of the Common Stock of the Issuer is 12618T105.

Item 3.

Not applicable.

Item 4.               Ownership.

See Items 5-9 and 11 on the cover page for each Filer, and Item 2. The percentage ownership of each Filer is based on 8,273,616 shares of Common Stock outstanding as of October 28, 2016, as reported on the Issuers Quarterly Report on Form 10-Q for the quarterly period ended October 1, 2016, as filed with the SEC on November 3, 2016.

Item 5.               Ownership of Five Percent or Less of a Class

Not applicable.

Item 6.               Ownership of More than Five Percent on Behalf of Another Person.

Not applicable.

Item 7.               Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company.

Not applicable.

Item 8.               Identification and Classification of Members of the Group

Not applicable.

Item 9.               Notice of Dissolution of Group

Not applicable.

Item 10.             Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: February 24, 2017

 

John H. Lewis
Osmium Partners, LLC
Osmium Capital, LP
Osmium Capital II, LP
Osmium Spartan, LP
Osmium Diamond, LP

By:    /s/ John H. Lewis                                                                              
John H. Lewis, for himself and as Managing Member
of Osmium Partners, LLC, for itself and as General
Partner of Osmium Capital, LP, Osmium Capital II,
LP, Osmium Spartan, LP and Osmium Diamond, LP

     Exhibit 1

JOINT FILING AGREEMENT

            In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the persons named below agree to the joint filing on behalf of each of them of a statement on Schedule 13G (including amendments thereto) with respect to the Common Stock of CRA International, Inc. and further agree that this Joint Filing Agreement be included as an Exhibit to such joint filing. In evidence thereof, the undersigned hereby execute this Agreement.

Dated: February 24, 2017

  John H. Lewis
  Osmium Partners, LLC
  Osmium Capital, LP
  Osmium Capital II, LP
  Osmium Spartan, LP
  Osmium Diamond, LP
   
  By:   /s/ John H. Lewis                                                      
  John H. Lewis, for himself and as Managing
  Member of Osmium Partners, LLC, for itself and as
  General Partner of Osmium Capital, LP, Osmium
  Capital II, LP, Osmium Spartan, LP and Osmium
  Diamond, LP